FairPoint Communications 2002 Annual Report Download - page 274

was approved by a vote of a majority of the directors of the Borrower then still
in office who were either directors
at the beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Borrower then in office or (c) a "change of control"
or similar event shall occur as provided in any other agreement governing or
evidencing material Indebtedness of the Borrower.
"COBANK" shall mean CoBank, ACB.
"CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code, amendatory thereof,
supplemental thereto or substituted therefor.
"COLLATERAL" shall mean all of the "Collateral" as defined in the
Pledge Agreement.
"COLLATERAL AGENT" shall mean the Administrative Agent acting as
collateral agent for the Lenders.
"COMMITMENT" shall mean, with respect to each Lender, such Lender's A
Term Commitment and/or Revolving Commitment.
"COMMITMENT COMMISSION" shall have the meaning provided in Section
2.01(a).
"COMPANY" shall mean any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).
"CONSOLIDATED CAPITAL EXPENDITURES" shall mean, for any period, the
aggregate of all cash expenditures (including in all events all amounts expended
under Capital Leases (other than Capital Leases evidencing MJD Capital Debt) but
excluding any amount representing capitalized interest) by the Borrower and its
Subsidiaries during that period that, in conformity with GAAP, are or are
required to be included in the property, plant or equipment reflected in the
consolidated balance sheet of the Borrower and its Subsidiaries, PROVIDED that
Consolidated Capital Expenditures shall in any event (x) exclude the purchase
price paid in cash in connection with the acquisition of any Person (including
through the purchase of all of the capital stock or other ownership interests of
such Person or through merger or consolidation) pursuant to a Permitted
Acquisition, whether or not allocable to property, plant and equipment and (y)
exclude amounts expended with insurance proceeds.
"CONSOLIDATED CURRENT ASSETS" shall mean, at any time, the current
assets of the Borrower and its Subsidiaries at such time determined on a
consolidated basis.
"CONSOLIDATED CURRENT LIABILITIES" shall mean, at any time, the
current liabilities of the Borrower and its Subsidiaries on a consolidated
basis, but excluding the current portion of, and accrued but unpaid interest on,
any Indebtedness under this Agreement and any other long-term indebtedness which
would otherwise be included therein.
"CONSOLIDATED DEBT" shall mean, as of any date of determination, (i)
the aggregate stated balance sheet amount of all Indebtedness of the Borrower
and its Subsidiaries on a
consolidated basis as determined in accordance with GAAP PLUS (ii) any
Indebtedness for borrowed money of any other Person as to which the Borrower
and/or any of its Subsidiaries has created a guarantee or other Contingent